“I removed your trustee, but you shouldn’t have removed me!”__A corporate group focussed on car sales and property holding.The Ps complained a Tee was wrongly removed by the Ds. One the Ds, the group’s CEO, was then removed as CEO and director of various Cos by the Ps: [14]The Ps brought a claim re the Tee removal. The Ds brought a cross-claim about the removal of the CEO D: [15], [16]The natural person parties were relatives: [28]In 2017, the CEO D purported to become the relevant trust’s appointor: [29] – [33]In 2019, the CEO D attempted to sell their stake in the enterprise for $42m. On the offer’s rejection, relationships deteriorated: [34] – [36]In 2021 and 2022, various offers were rejected, and proceedings commenced: [37] – [51]In 2024, CEO D unsuccessfully attempted to remove their aunts, Ps, as directors: [55] – [60]CEO D as appointor removed the trustee P and appointed a related entity of the Ds: [61] – [72]The CEO D was then removed as CEO and director by their aunts: [73] – [82]Each witness faced credibility challenges. Evidence showed the CEO D had falsified docs: [83] – [100], [182]CEO D’s placement as appointor followed an audit of the group showing some roles were held by the dead: [132] – [138]There were inconsistent written records of the purported 1 May 2017 meeting placing CEO D as appointor. Some records suggested proper steps to place CEO D as appointor were not taken: [146] – [267]The Court concluded the relevant P was not in attendance at the relevant meeting, making the meeting inquorate, and meaning CEO D’s placement as appointor was not properly made: [268]The Ds’ application for s 1322 relief (curing what the Ds characterised as a procedural irregularity) was unsuccessful: [283]The Ps therefore succeeded: the purported appointment of the Ds’ replacement Tee was invalid as CEO D was not appointor: [399] – [404]The Court then considered CEO D’s termination as an employee: [407] – [409]The Ds suggested CEO D’s removal by the Ps was improperly motivated; a ruse to cause a share sale: [461] – [476]CEO D “shut out” the Ps from management [479], wrote to car makers (who provided the group with its stock for sale) criticising the Ps [483] – [496] and spoke of the Ps in contemptuous, belittling ways over time [497] – [500]The Court found CEO D properly terminated as the relevant Ps had lost trust and confidence in them: [503]Nor was the termination found to be a breach of contract: [508]The Ds alleged CEO D’s termination and removal as director was oppressive for s 232 reasons: [567]CEO D’s employment termination was not improper, and so not oppressive. Similarly: nor was their removal as director: [589], [606]The oppression claim failed: [637]The Ps’ claim succeeded, and the Ds cross-claim failed. Costs followed the event: [648], [649]___Please follow James d'Apice, Coffee and a Case Note, and Gravamen on your favourite platform.#auslaw #coffeeandacasenote #corporatelawyer #gravamenwww.gravamen.com.au

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